Terms-of-sale

Your Acceptance of the Terms of Sale

Thank you for visiting the Innovent Business Solutions Pty Ltd (“we” or “Innovent”) website, www.innoventsoftware.com.au (the “Website”). This document (“Terms of Sale”) is a legal agreement between you or the entity that you represent (“you”) and Innovent, and governs your download and purchase of Innovent software products from the Website.

PLEASE NOTE THAT YOUR USE OF THE WEBSITE TO DOWNLOAD A SOFTWARE PRODUCT CONSTITUTES ACCEPTANCE OF THE TERMS OF SALE, AND TERMS AND CONDITIONS OF THE END USER LICENSE AGREEMENT PROVIDED BELOW. IF YOU DO NOT AGREE TO THE TERMS OF SALE, OR TERMS OF THE END USER LICENSE AGREEMENT, PLEASE EXIT THE WEBSITE WITHOUT CONTINUING THE ORDERING AND/OR DOWNLOADING PROCESS.

END USER LICENSE AGREEMENT THE following terms constitute a binding agreement between you and Innovent with respect to use of the Innovent Software (“Licensed Software”)

1. EVALUATION LICENSE: Innovent Business Solutions (“Innovent”) grants to you a non-exclusive, non-transferable, Evaluation License for trial and evaluation of the Licensed software, in binary object code form, for a period of fourteen (14) days from the date of download or installation. This License begins upon downloading or installing the Licensed Software and ends fourteen (14) days thereafter (“Evaluation Period”).

If you are not willing to use the Licensed Software after the Evaluation Period, delete all the copies installed in your computer with immediate effect. You are forbidden from using the Licensed Software for any other use or otherwise offering it for resale under the terms of this Section 1. Innovent retains all rights not specifically granted to you herein.

2. COMMERCIAL LICENSE: Innovent grants you a fee-bearing, nonexclusive, non-transferable, world-wide license to Use the Licensed Software including user documentation, updates and upgrades to which you are entitled during the period of your subscription, provided that such access and Use of the Licensed Software is in accordance with License granted by Innovent. Under the Subscription License, the Licensed Software is licensed only for a subscription period of one year. You must renew your license at least 7 days before the expiry of the subscription period in order to continue using the Licensed Software. If you do not renew the license, you agree to stop using the Licensed Software after end of the subscription period and remove the Licensed Software from your systems

3. THIRD PARTY PRODUCTS: The Licensed Software may contain software which originated with third party vendors and without limiting the general applicability of the other provisions of this Agreement, you agree that (a) the title to any third party software incorporated in the Licensed Software shall remain with the third party which supplied the same; and (b) you will not distribute any such third party software available with the Licensed Software, in any manner.

4. RESTRICTIONS ON USE: In addition to all other terms and conditions of this Agreement, you shall not: (i) install one copy of the Licensed Software on more than one CPU; (ii) remove any copyright, trademark or other proprietary notices from the Licensed Software or its copies; (iii) make any copies except for one back-up or archival copy, for temporary emergency purpose; (iv) rent, lease, license, sublicense or distribute the Licensed Software or any portions of it on a standalone basis or as part of your application; (v) modify or enhance the Licensed Software; (vi) use the Licensed Software in a computer-based services business or publicly display visual output of the Licensed Software or use the Licensed Software for the benefit of any other person or entity; (vii) reverse engineer, decompile or disassemble the Licensed Software; or (viii) allow any third parties to access, use or support the Licensed Software.

5. TECHNICAL SUPPORT: As part of subscription license, Innovent provides support that includes email support for problem reporting, product updates, upgrades and online access to product documentation at no additional cost for the period of subscription. After 30 days from purchase of full licence, Innovent reserves the right to charge for remote access and phone support at an hourly rate of $185 per hour plus GST. This will be communicated at the time of the support request and need to be prepaid by the customer ahead of the support.

6. OWNERSHIP AND INTELLECTUAL PROPERTY: Innovent owns all right, title and interest in and to the Licensed Software. Innovent expressly reserves all rights not granted to you herein, notwithstanding the right to discontinue or not to release any Licensed Software and to alter prices, features, specifications, capabilities, functions, licensing terms, release dates, general availability or characteristics of the Licensed Software. The Licensed Software is only licensed and not sold to you by Innovent.

7. CONFIDENTIALITY: The Licensed Software contains proprietary information of Innovent that are protected by the laws of the State of New South Wales in the Commonwealth of Australia and you hereby agree to take all reasonable efforts to maintain the confidentiality of the Licensed Software. You agree to reasonably communicate the terms and conditions of this Agreement to those persons employed by you who come into contact with or access the Licensed Software, and to use reasonable efforts to ensure their compliance with such terms and conditions, including but not limited to, not knowingly permitting such persons to use any portion of the Licensed Software for a purpose that is not allowed under this Agreement.

9. WARRANTY DISCLAIMER: Innovent does not warrant that the Licensed Software will be error-free. Except as provided herein, the Licensed Software is furnished “as is” without warranty of any kind, including the warranties of merchantability and fitness for a particular purpose and without warranty as to the performance or results you may obtain by using the Licensed Software. You are solely responsible for determining the appropriateness of using the Licensed Software and assume all risks associated with the use of it, including but not limited to the risks of program errors, damage to or loss of data, programs or equipment, and unavailability or interruption of operations.

10. LIMITATION OF LIABILITY: In no event will Innovent be liable to you or any third party for any special, incidental, indirect, punitive or exemplary or consequential damages, or damages for loss of business, loss of profits, business interruption, or loss of business information arising out of the use or inability to use the program or for any claim by any other party even if Innovent has been advised of the possibility of such damages. Innovent’s entire liability with respect to its obligations under this agreement or otherwise with respect to the Licensed Software shall not exceed the amount of the license fee paid by you for the Licensed Software.

11. INDEMNIFICATION: Innovent agree to indemnify and defend you from and against any and all claims, actions or proceedings, arising out of any claim that the Licensed Software infringes or violates any valid patent, copyright or trade secret right of any third party; so long as you provide; (i) prompt written notice to Innovent of such claim; (ii) cooperate with Innovent in the defence and/or settlement thereof, at Innovent ‘s expense; and, (iii) allow Innovent to control the defence and all related settlement negotiations. The above is Innovent ‘s sole obligation to you and shall be your sole and exclusive remedy pursuant to this Agreement for intellectual property infringement. Innovent shall have no indemnity obligation for claims of infringement to the extent resulting or alleged to result from (i) any combination, operation, or use of the Licensed software with any programs or equipment not supplied by Innovent; (ii) any modification of the Licensed Software by a party other than Innovent; and (iii) your failure, within a reasonable time frame, to implement any replacement or modification of Licensed Software provided by Innovent.

12. TERMINATION: This Agreement is effective until terminated by either party. You may terminate this Agreement at any time by destroying or returning to Innovent all copies of the Licensed Software in your possession. Innovent may terminate this Agreement for any reason, including but not limited to your breach of any of the terms of this Agreement. Upon termination, you shall destroy or return to Innovent all copies of the Licensed Software and certify in writing that all know copies have been destroyed. All provisions relating to confidentiality, proprietary rights, non-disclosure, and limitation of liability shall survive the termination of this Agreement.

13. JURISDICTION This Agreement is governed by the laws of the State of New South Wales in the Commonwealth of Australia and each party hereby irrevocably submits to the non-exclusive jurisdiction of the Courts of New South Wales